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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 20, 1999
(Date of earliest event reported)
Peerless Systems Corporation
(Exact name of Registrant as specified in its charter)
Delaware 000-21287 95-3732595
(State of incorporation (Commission File No.) (IRS Employer Identification No.)
or organization)
2381 Rosecrans Avenue
El Segundo, CA
(Address of principal executive offices)
90245
(zip code)
(310) 536-0908
(Registrant's telephone number, including area code)
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2
Item 5. Other Events
On December 20, 1999, the registrant, Peerless Systems Corporation
("Peerless"), consummated its acquisition of HDE, Inc., a Washington corporation
("HDE"). As a result of the transaction, HDE became a wholly owned subsidiary of
Peerless, and its name was changed to Peerless Systems Imaging Products, Inc.
The amount paid for HDE consisted of the issuance of 890,000 shares of Peerless
common stock valued at approximately $7.3 million (the "Merger Consideration")
in exchange for all the common stock of HDE outstanding as of the date of
consummation. The Merger Consideration was paid to David Glidewell and Gordon
Hanson, the sole shareholders of HDE. The transaction will be accounted for as a
pooling of interests.
Item 7. Exhibits.
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<C> <S>
99.1 Press Release of the Registrant, dated December 7, 1999.
99.2 Press Release of the Registrant, dated December 22, 1999.
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
PEERLESS SYSTEMS CORPORATION
By: /s/ Carolyn Maduza
Name: Carolyn Maduza
Title: Chief Financial Officer
Date: December 22, 1999
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4
EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release of the Registrant, dated December 7, 1999.
99.2 Press Release of the Registrant, dated December 22, 1999.
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Exhibit 99.1
Peerless Systems to Acquire HDE, Inc., a Seattle-based Developer of Embedded
Imaging and Internet Printing Solutions for Digital Document Products
Acquisition Extends Company's Breadth of Customers and Expands Peerless'
ImageWorks Solution Set for the Office Market
EL SEGUNDO, Calif.--Dec. 7, 1999-- Peerless Systems Corporation (Nasdaq: PRLS -
news) announced today a definitive agreement to acquire HDE, Inc., a privately-
held developer of embedded imaging and Internet printing solutions.
Under the terms of the agreement, all outstanding shares of HDE stock will be
exchanged for 890,000 shares of Peerless' common stock. Gordon Hanson, President
of HDE, will become Vice President and General Manager of the Peerless Systems
Imaging Products (PSIP) Subsidiary located in Seattle, Washington. Based on the
closing price of Peerless' stock today, the transaction is currently valued at
approximately $8.2 million.
"This merger extends our presence into the expanding office market and gives
our customers an unprecedented set of choices for access to leading imaging and
printing technologies," said Ed Gavaldon, President and CEO of Peerless
Systems. "Additionally, this acquisition broadens our customer base through
HDE's existing relationships with industry powerhouses such as Epson, NEC, Oki
and Sharp. The expanded customer base, along with the strong product development
capability and growing technology offerings, brings added strength to our
leadership position in the embedded imaging and networking arena."
The new Peerless Systems Imaging Products Subsidiary will be responsible for the
development and deployment of technologies and products targeted to OEM
customers with proprietary imaging systems. Combining these technologies with
the modular approach of Peerless' ImageWorks technology delivery model,
customers can select only the required functionality. This componentized
approach provides them with a cost-effective way to bring high value digital
imaging products to market faster, while maintaining their ability to
differentiate their products based on proprietary technology. Additionally, PSIP
offers a line of Internet printing products. These solutions, which are
currently shipping, tie into Peerless' strategy to provide a broad set of
Internet-enabled document solutions.
"HDE's technology is a great complement to Peerless' existing technologies and
its modular approach," said Gordon Hanson, Vice President and General Manager
of the new subsidiary. "By combining HDE's imaging, Internet printing and
development services with Peerless' standards-based Internet printing, scanning
and embedded imaging platforms, customers will have access to a complete set of
end-to-end solutions."
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The transaction is expected to be accounted for as a pooling-of-interests and to
be completed during Peerless' fourth fiscal quarter. Peerless expects to record
a one-time charge of approximately $500,000 for acquisition-related costs in the
January 2000 quarter. The Board of Directors of each company unanimously
approved the transaction.
About Peerless ImageWorks
Peerless Systems' ImageWorks(TM) is an integrated, scalable set of solutions
that provides OEMs of digital imaging products with an attractive alternative to
resource-intense in-house design. Less expensive and more flexible than
hardware-based solutions, ImageWorks solidifies Peerless Systems' reputation as
the industry leader for embedded imaging solutions, and positions the company to
capture a significant portion of new outsourced design projects for products
ranging from SOHO monochrome printers to high-end digital color copiers.
About HDE, Inc.
Founded in 1989 and headquartered in Kent, Washington, HDE provides software and
hardware solutions for the embedded imaging market. The company, which employs
approximately 25 people, works with several leading manufacturers of digital
document products, including Epson, IBM, NEC, Oki, Ricoh and Sharp and has
alliances with Adobe, Agfa, Microsoft, and Novell.
About Peerless Systems Corporation
Peerless Systems is a leading provider of software-based embedded imaging and
networking systems to original equipment manufacturers of digital document
products. Digital document products include printers, copiers, fax machines,
scanners and color products, as well as multifunction products that perform a
combination of these imaging functions. In order to process digital text and
graphics, digital document products rely on a core set of imaging software and
supporting electron ics, collectively known as an embedded imaging system.
Embedded networking systems supply the core software technologies to digital
document products that enable them to communicate over local area networks and
the Internet.
Auco, Peerless, PeerlessPage, PeerlessPowered, AccelePrint, All-Pages-Print,
MultiPrint, OptiSys, PicturePrint, SyntheSys and Camera Page Language (CPL) are
trademarks of Peerless Systems Corp. Memory Reduction Technology (MRT), Peerless
Systems, PeerlessPrint, QuickPrint, and WinEXPRESS are registered trademarks of
Peerless Systems Corp. PostScript is a registered trademark of Adobe Systems
Incorporated. PCL is a registered trademark of Hewlett-Packard Company. All
other brand and product names are trademarks or registered trademarks of their
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respective owners.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
With the exception of historical information, the statements set forth above
include forward-looking statements that involve risk and uncertainties. These
statements include those concerning the consummation of the acquisition of HDE
and, if consummated, its potential benefits and effects. The company wishes to
caution readers that a number of risks and uncertainties could cause actual
results to differ materially from those in the forward-looking statements. In
this regard, investors are cautioned that the acquisition may not be consummated
on the terms proposed or at all, and, if consummated, the combined companies
will be subject to numerous risks and uncertainties. For further cautions about
the risks of investing in Peerless Systems Corporation, we refer you to the
documents Peerless files from time to time with the Securities and Exchange
Commission, including its recent filings on Forms S-4, 10-K and 10-Q. The
company disclaims any obligation to update these statements for subsequent
events.
This news release refers to various products and companies by their trade names.
In most, if not all, cases these designations are claimed as trademarks or
registered trademarks by their respective companies.
Contact:
Peerless Systems Corporation
Heidi Halvorsen, 310/297-3264
[email protected]
or
Shafer Public Relations Linda Waters,
[email protected]
Steve Chesterman, [email protected]
800/503-1177
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Exhibit 99.2
Peerless Systems Completes Acquisition of HDE, Inc.
Transaction Extends Company's Breadth of Customers; Expands Imaging Solution Set
for the Expanding Office and Internet Printing Markets
EL SEGUNDO, Calif.-- Dec. 22, 1999-- Peerless Systems Corporation (Nasdaq:
PRLS - news), a leader in embedded imaging and networking systems, has completed
the acquisition of HDE, Inc., a privately-held developer of embedded imaging and
Internet printing solutions headquartered in Seattle, Washington.
All outstanding shares of HDE stock were exchanged for 890,000 shares of
Peerless' common stock. Based on the closing price of Peerless' stock on
December 20, 1999, the transaction is valued at $7.3 million. Gordon Hanson, who
was HDE's President, has become Vice President and General Manager of the new
subsidiary which has been renamed Peerless Systems Imaging Products (PSIP).
"With the completion of this acquisition, Peerless Systems is expanding its
customer base to include additional industry leaders such as Epson, NEC, Oki and
Sharp," said Ed Gavaldon, president and CEO of Peerless Systems. "The expanded
customer base, along with the strong product develop ment capability and
growing technology offerings, brings added strength to our leadership position
in the embedded imaging and networking arenas."
The new Peerless subsidiary will be responsible for the development and
deployment of component technologies and products targeted to OEM customers with
proprietary imaging systems. Combining this expertise with the breadth of
Peerless' imaging technology, customers can select the required functionality
packaged for easy integration into virtually any imaging system.
Additionally, PSIP offers a line of Internet printing products. These solutions,
which are currently shipping, tie into Peerless' strategy to provide a broad set
of Internet-enabled document solutions.
The transaction will be accounted for as a pooling-of-interests. Peerless
expects to record a one-time charge of approximately $500,000 for acquisition-
related costs in the quarter ending January 2000. The Board of Directors of each
company unanimously approved the transaction.
About Peerless Systems Corporation
Peerless Systems is a leading provider of software-based embedded imaging and
networking systems to original equipment manufacturers of digital document
products. Digital document products include printers, copiers, fax machines,
scanners and color products, as well as multifunction products that perform a
combination of these imaging functions. In order to process digital text and
graphics, digital document products rely on a core set of imaging software and
supporting
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electronics, collectively known as an embedded imaging system. Embedded
networking systems supply the core software technologies to digital document
products that enable them to communicate over local area networks and the
Internet.
Peerless and ImageWorks are trademarks of Peerless Systems Corporation. Peerless
Systems is a registered trademark of Peerless Systems Corporation.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
With the exception of historical information, the statements set forth above
include forward-looking statements that involve risk and uncertainties. These
statements include those concerning the potential benefits and effects of the
acquisition of HDE. The company wishes to caution readers that a number of risks
and uncertainties could cause actual results to differ materially from those in
the forward-looking statements. In this regard, investors are cautioned that the
acquisition may not be consummated on the terms proposed or at all, and, if
consummated, the combined companies will be subject to numerous risks and
uncertainties. For further cautions about the risks of investing in Peerless, we
refer you to the documents Peerless files from time to time with the Securities
and Exchange Commission, including its recent filings on Forms S-4, 10-K and 10-
Q. The company disclaims any obligation to update these statements for
subsequent events.
This news release refers to various companies by their trade names. In most, if
not all, cases these designations are claimed as trademarks or registered
trademarks by their respective companies.
Contact:
Peerless Systems Corporation, El Segundo
Heidi Halvorsen, 310/297-3264
[email protected]
or
Shafer Public Relations
800/503-1177
Linda Waters, [email protected]
Steve Chesterman, [email protected]
